StartupBUSINESS.COM

THIS AGREEMENT is effective as of the 1st day of * , 20**, by and between [COMPANY], INC., a [State] corporation located at [Address], (hereinafter referred to as "Company," and [Name of Consultant], operating as an independent consultant (hereinafter referred to as "Consultant").

WHEREAS, [Company] is [State nature of business]; and

WHEREAS, Consultant has expertise that Consultant and [Company] believe may be applicable to the development and/or commercialization of [Company]'s products and services;

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants contained in this Agreement, [Company] and Consultant agree as follows:

1. Consulting Terms

1.1 Consulting Services. Consultant shall provide services to the Company as set forth on Exhibit A hereto.

Consultant and the Company may agree, orally or in writing, on additional services or development tasks that are to be performed under this Agreement. Any change in compensation, or the term of the agreement must be in writing.

1.2 Time and Manner of Performance. Consultant shall devote such time as is required to providing services under this Agreement. Consultant shall be available for telephone and personal consultation and assistance on a reasonable basis consistent with the needs of the Company and the necessary performance of the services described in section 1.1 above. All services hereunder shall be performed in accordance with good professional practice.

1.3 Fee and Term. As full and complete compensation for Contractor's services and all rights granted or assigned to Company by Contractor under this Agreement, Consultant shall be compensated at a rate of $* per month, paid bi weekly. In addition, the Company agrees to reimburse Consultant for its reasonable out-of-pocket expenses, not to exceed ${X} per month without the prior consent of the Company. The term of this Agreement shall commence on * and, unless sooner terminated as provided herein, shall terminate on *. Consultant and the Company acknowledge that Consultant may incur more or less time to prepare for and/or complete the agreed upon services.

1.4 Stock Option or Grant. If applicable, Consultant may earn stock options, or stock grants as defined in Exhibit B. The terms and conditions governing the Stock Options or Grant shall be contained in Exhibit B and shall be subject in all respects to the terms and conditions of the Company's Stock Option/Stock Issuance Plan as amended. As a condition of the issuance of options or grant hereunder, Consultant must execute any and all documents required for such issuance under the Company's Stock Option/Stock Issuance Plan.

1.5 Termination. This Agreement may be terminated by either party without cause by giving the other party thirty (30) days written notice of termination. Such notice shall be given to the Company at its principal office, addressed to the President, or to the Consultant at the address designate above. The provisions of sections 2, 3, 4 and 5 under this agreement shall survive termination. Should this agreement be terminated by the Company due to lack of financing or other reason beyond Consultant's control, the Company will issue the Consultant the stock options provided for in provision 1.3 above, on a pro-rata basis.

2. Confidentiality

2.1 "Confidential [Company] Information" means all of [Company]'s system architecture, planning, marketing, financing, and other proprietary know-how (except that excluded herein), whether or not the know-how is the subject of a pending patent application or is a patentable invention. Confidential [Company] Information may be contained in oral communications, as well as in any tangible expressions referring or relating to [Company]'s systems and business practices, including, without limitation, software and hardware, manuals, notes, documentation, technical information, drawings, diagrams, specifications, formulas, industry contacts, and know how related to any of [Company]'s services; any information regarding products and services incorporating the technology of other companies; and any other information that is clearly marked as confidential or proprietary, or which under the circumstances should in good faith be treated as confidential. In addition, all text, writings, materials and information developed, created or produced by Consultant for [Company] shall constitute Confidential [Company] Information. Source materials, information and technology developed by Consultant under this Agreement shall also be deemed Confidential [Company] Information upon its conception. Confidential [Company] Information does not include any information that: (i) was known to it prior to its receipt from [Company]; (ii) was received by Consultant from a third party without violation of a nondisclosure obligation of that third party; (iii) is independently developed by or for Consultant without using Confidential [Company] Information; or (iv) is or becomes a part of the public domain through no violation of this Agreement. Consultant shall have the burden in any dispute of showing that information is not Confidential [Company] Information.

2.2 Ownership by [Company]. All Confidential [Company] Information disclosed by [Company], all materials referring or relating to Confidential [Company] Information, any software, hardware, equipment or devices incorporating any Confidential [Company] Information are and shall remain the sole and exclusive property of [Company] and, except as set forth in this Agreement, Consultant shall have no interest in or rights to use or disclose Confidential [Company] Information.

2.3 Use of Confidential [Company] Information. Consultant agrees that all Confidential [Company] Information disclosed to Consultant is subject to this Agreement and will be received and held in confidence by Consultant. Consultant will take all necessary steps to prevent disclosure of Confidential [Company] Information to others and will not use or disclose Confidential [Company] Information except as set forth in this Agreement or with the express prior written consent of [Company].

2.4 Employee and Third Party Agreements. Consultant agrees that Confidential [Company] Information disclosed to it under this Agreement and any plans, contacts, software, hardware, equipment or devices incorporating any Confidential [Company] Information may be disclosed or delivered to third parties only with the prior written consent of [Company]. Consultant shall be responsible for ensuring that any permitted third-party recipients of Confidential [Company] Information have signed a Confidential Disclosure and Non-Use Agreement satisfactory to [Company] having obligations of non-disclosure and non-use at least equivalent to those contained in this Agreement.

2.5 [Company] Materials. Consultant will safeguard and return to [Company] when my engagement ends, or sooner if [Company] requests, all documents and property in my care, custody or control relating to my engagement or [Company]'s business, including without limitation any documents that contain [Company]'s confidential information. Consultant shall also furnish to [Company] a certificate from an officer of Consultant verifying that all records relating to Confidential [Company] Information have been destroyed or returned to [Company].

2.6 Proprietary Notices. Consultant shall not remove, obscure or alter any notice of patent, copyright, trade secret or proprietary right on any Confidential [Company] Information without [Company]'s prior written authorization.

2.7 Notification of Unauthorized Disclosure. Consultant shall immediately notify [Company] of any actual or suspected unauthorized use or disclosure of Confidential [Company] Information, and will cooperate with [Company] in obtaining injunctive or other equitable relief and in any suit for damages. If Consultant of any permitted third-party recipients of Confidential [Company] Information receives a subpoena or other legal process seeking disclosure of the Confidential [Company] Information, Consultant shall immediately notify [Company] and cooperate fully with [Company] in contesting such disclosure.

2.8 Continuing Duty. Consultant's agreement to protect [Company]'s confidential information apply both while Consultant is engaged by [Company] and after the engagement by [Company] ends, regardless of the reason it ends.

3. Consultant Covenants and Agrees:

3.1 Consultant Representations and Warranties. Consultant represents and warrants that (a) Consultant has the full power and authority to enter into and to fulfill the terms of this Agreement and to grant the rights described herein; (b) Consultant has not entered and will not enter into any agreements or activities that will or might interfere or conflict with the terms hereof; (c) the Work is and will be wholly original with Consultant and not copied in whole or in part from any other work except materials in the public domain or supplied to Consultant by Company; and (d) neither the Work nor the use thereof infringes upon or violates any right of privacy or publicity of, or constitutes a libel, slander or any unfair competition against, or infringes upon or violates the copyright, trademark rights or other intellectual property rights of any person or entity.

3.2 Indemnity. Consultant agrees to indemnify and hold [Company] harmless against any losses, damages or costs, including attorney's fees, arising from the unauthorized disclosure or use of Confidential [Company] Information or any software, hardware, equipment or devices incorporating any Confidential [Company] Information by consultant or by third parties to whom Consultant has without [Company] permission disclosed or delivered Confidential [Company] Information or any software, hardware, equipment or devices incorporating any Confidential [Company] Information.

3.3 Consultant's Performance of Services. Consultant shall perform the Services in a professional manner in accordance with the level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions. Consultant warrants that the Services performed by Consultant, and any permitted third parties over whom Consultant has legal and/or actual control or supervisory authority (including, without limitation, any agents, employees, or other consultants) shall be conducted in strict accordance with this Agreement. Consultant furthermore warrants that Consultant shall not use any materials without proper authorization during performance of the Services, and warrants that all services provided under this Agreement shall be original. Consultant shall perform the Services within the time and at the cost provided above.

3.4 Confidentiality of Others. Consultant acknowledges it is [Company]'s policy not to improperly obtain or use confidential, proprietary or trade secret information that belongs to third parties, including others who have employed or engaged Consultant or who have entrusted confidential information to Consultant. Consultant will not use for [Company]'s benefit or disclose to [Company] confidential, proprietary or trade secret information that belongs to others, unless Consultant advises [Company] that the information belongs to a third party and both [Company] and the owners of the information consent to the disclosure and use.

3.5 Nonraiding of Employees. So long as Consultant is engaged by [Company] and for twenty-four (24) months after my engagement ends, regardless of the reason it ends, Consultant will not on Consultant's behalf or on behalf of a client of Consultant directly or indirectly solicit any employee to leave his or her employment with [Company]. This includes that Consultant will not (a) disclose to any third party the names, backgrounds or qualifications of any [Company] employees or otherwise identify them as potential candidates for employment; (b) personally or through any other person approach, recruit or otherwise solicit employees of [Company] to work for any other employer; or (c) participate in any pre-employment interviews with any person who was employed by [Company] while Consultant was engaged by [Company].

3.6 No Disparagement or Interference. Consultant will not disparage [Company] or its business or products and will not interfere with [Company]'s relationships with its customers, employees, vendors, bankers or others. This applies both while Consultant engaged by [Company] and after this engagement by [Company] ends, regardless of the reason it ends.

3.7 Other Engagements While Engaged By [Company]. While Consultant is engaged by [Company] Consultant will not do work that competes with or relates to any of [Company]'s products or activities without first obtaining [Company]'s written permission. Any business opportunities related to [Company]'s business that Consultant learns of or obtains in the course of my engagement by [Company] belong to [Company], and Consultant will pursue them only for [Company]'s benefit.

3.8 Noncompetition After Engagement by [Company] Ends. For twenty-four (24) months after Consultant's engagement by [Company] ends, regardless of the reason it ends, Consultant will not, directly or indirectly: (a) sell, market or propose to sell or market products that compete or will compete with [Company]'s then existing or reasonably anticipated products ("Competing Products") in any geographic area where [Company]'s products are then marketed, (b) design or develop Competing Products, or (c) work for or with, or provide services or information to, any person or entity that (i) sells, markets or proposes to sell or market Competing Products in any geographic area where [Company]'s products are then marketed, (ii) is designing or developing Competing Products, or (iii) is shown on the attached list of Competing Companies.

Consultant understands that in cases where this noncompetition provision does not apply, Consultant is still subject to all other obligations to [Company], including obligations related to [Company]'s inventions, copyrights and confidential information.

3.9 Disclosure of Other Work. Before Consultant undertakes any work during my engagement by [Company] or within twenty-four (24) months after this engagement ends that will involve subject matter related to [Company]'s activities, Consultant will fully disclose the proposed work to [Company].

3.10 Reasonableness of Terms. Consultant acknowledge that the terms of this agreement are reasonably necessary to protect [Company]'s legitimate business interests and acknowledges that when this engagement with [Company] ends Consultant's experience and capabilities are such that Consultant can obtain other engagements or employment that does not violate this agreement, and that an injunction to enforce this agreement will not prevent Consultant from earning a reasonable livelihood.

3.11 Future Consulting or Employment for [Company]. If, after Consultant's engagement by [Company] ends, [Company] employs Consultant or engages Consultant again, then this agreement shall apply to my later employment(s) or engagement(s) unless they follow a period of a year or more during which Consulant was neither employed nor engaged by [Company]. If this agreement becomes applicable to an employment relationship, the references in this agreement to my engagement by [Company] shall be treated, as appropriate, as referring to Consultant's employment relationship with [Company].

3.12 No Guarantee of Continued Engagement. Consultant understand this agreement is not a guarantee that this engagement will continue. This engagement is terminable at any time by [Company] or, with or without cause or prior notice, unless otherwise provided in writing.

3.13 No Conflicting Agreements. Consultant is not a party to any agreements, such as confidentiality or noncompetition agreements, that limit Consultant's ability to perform my duties for [Company].

3.14 Compliance with Law. Consultant shall perform the Services in accordance with and shall comply with all applicable laws, ordinances, requirements, directions, rules, statutes, regulations and lawful order.

3.15 Restricted Publication. Any publication by Consultant of information based upon information provided to or provided by [Company] shall be subject to the prior review and written approval of [Company].

3.16 Confidentiality by Employees and Others. [Company] hereby authorizes consultant to disclose Confidential [Company] Information, on a need to know basis, to employees of Consultant or any persons contracting for services to consultant, who will be performing services in accordance with this agreement. Such employees will execute this agreement and in so doing, agree to be bound by the terms here of as if they were Consultant.

3.17 Agreement Confidential. Except as an authorized representative of [Company] may otherwise consent in writing, Consultant will not disclose the nature of any work that Consultant has performed under this Agreement, or any information regarding [Company]'s products, services, processes, inventions, or materials.

4. Intellectual Property Rights

4.1 [Company] Ownership of Intellectual Property Rights. Consultant agrees and acknowledges that [Company] owns all intellectual property rights in materials or information developed by [Company], Consultant, or as a result of cooperation between [Company] and Consultant, that relates in any way to or is based on Confidential [Company] information or technology being developed by [Company]. Consultant shall regularly and promptly disclose information and technology developed by Consultant that relates in any way to or is based on Confidential [Company] information to [Company]. Any information and technology developed by Consultant under this Agreement shall be deemed a "work for hire" for purposes of copyright ownership.

4.2 Work-for-Hire Provisions. The work product of Consultant's services provided pursuant to this Agreement is the "Work." To the extent that the Work includes any material subject to copyright, that Work is done as and constitutes a "work for hire" as defined under US all other relevant copyright laws to the fullest extent permitted, and as a result Company shall own all copyrights and trademarks in and to such Work.

4.3 Cooperation with [Company]. Consultant hereby assigns any and all rights, title or interest that it may now or hereafter have in any Confidential [Company] information and related patent, copyright, trade secret and other proprietary rights. Consultant shall take such additional actions (including without limitation, the executions and delivery of separate assignments and additional documents) as [Company] may reasonably request to effect, perfect or evidence such assignment or [Company]'s ownership of all Confidential [Company] information and related proprietary rights. To the extent that the Work includes any material subject to copyright which is not "work for hire," or is subject to patent, trade secret, or other intellectual property protection, Consultant hereby irrevocably assigns, transfers and conveys to Company, and its successors and assigns, all right, title and interest in and to the Work, including all copyrights, trademarks, patents, trade secrets, and other intellectual property rights therein (including extensions and renewals thereof and the right to license and assign). Consultant shall execute and deliver such instruments and take such other actions as may be required and requested by Company to carry out the assignment made pursuant to this section. Contractor hereby waives any so-called "droit moral" rights, "moral rights of authors" and all other similar rights however denominated throughout the world. Company shall not be obligated to either exercise any of the rights granted to Company herein, make any use of any of the Work, or attribute the Work to Consultant.

4.4 Prior Inventions and Materials. The Company expects Consultant to make use of all resources available to Consultant to complete the services and development tasks set forth herein. Inventions, innovations and writings shall be considered general knowledge or skill of the Consultant and shall become the property of [Company] to the extent utilized by Consultant in providing services hereunder, as set forth in section 4.1 of this Agreement. Consultant shall not disclose to [Company] any information subject to claims or confidential agreements between the Consultant and any third parties. Inventions and proprietary material that shall remain the possession of client shall be listed in Exhibit C. Company shall have no claim to these inventions or materials.

4.5 Protection. Nothing in this Agreement shall be deemed to prevent [Company] from preparation and prosecution of applications for and the procurement, issuance, maintenance, enforcement and defense of patents, trademarks, service marks, and/or copyrights, throughout the world, based on inventions, and/or subject matter or combinations thereof, disclosed under this Agreement.

4.6 Limitation. Notwithstanding any terms of this Agreement appearing to be to the contrary, this agreement does not apply to any Invention or Work of Consultant for which no equipment, supplies, facilities or trade secret information of [Company] was used and which was developed entirely on Consultant's own time, unless (a) the Invention or Work relates (i) directly to [Company]'s business or (ii) to [Company]'s actual or demonstrably anticipated research or development, or (b) the Invention or Work results from any services Consultant provided to [Company].

5. Miscellaneous Provisions

5.1 Relationship Between the Parties. Nothing contained in this Agreement shall be construed as creating any partnership or joint venture between Consultant and [Company]. Consultant undertakes to perform under the terms of this Agreement as an independent contractor. Consultant has no authority to create any obligation, express or implied, on behalf of, or to bind [Company], except as specifically authorized in this Agreement.

5.2 Entire Agreement; Waiver; Assignment. This Agreement, contains the entire understanding of the parties with respect to its subject matter and supersedes all other agreements and offers with respect to such subject matter. Consultant agrees to timely execute any additional agreements relating to [Company] Stock Options or Agreements relating to the purchase or ownership of [Company] Stock in conjunction with any Stock Options or grants set related to this Agreement. This Agreement may not be assigned by Consultant without the prior written consent of [Company]. The provisions of this Agreement may not be waived or changed except by a writing signed by the party against whom enforcement of the waiver or change is sought. No waiver of any breach shall constitute a subsequent waiver of any subsequent breach. This Agreement shall be binding on and inure to the benefit of the parties' successors and permitted assigns.

5.3 Breach of Agreement. In the event of an actual or alleged breach of this Agreement by Company, or under any other circumstances whatsoever, any rights and remedies Consultant may have against Company or its successors or assigns will be limited to the right to recover actual damages, if any, in an action at law. Consultant hereby waives any right or remedy in equity, including but not limited to any right to rescind or terminate Company's rights hereunder or to seek or obtain injunctive relief of any kind.

5.4 Acknowledgment of Irreparable Harm. Consultant acknowledges that the Confidential [Company] Information contains trade secrets and other proprietary information, and that any disclosure or use of the Confidential Information other than as expressly permitted herein will cause irreparable harm to [Company]. Consultant therefore agrees to the entry of temporary, preliminary and permanent injunctions by any court of competent jurisdiction to prevent breach, or to compel performance, of this Agreement. This remedy is in addition to any other remedy available to [Company].

5.5 Notices. Any notice required or permitted to be given under this Agreement shall be in writing and may be personally delivered or sent by courier service, telegraph, telex, or facsimile copier, and shall be deemed given when delivered or sent to the address given at the outset of this Agreement, or as subsequently changed by notice.

5.6 Governing Law; Dispute Resolution. This Agreement shall be governed by and interpreted in accordance with the laws of the State of [State]. Consultant and [Company] agree that venue and jurisdiction for purposes of resolving any dispute that arises in connection with this Agreement shall lie only in courts located in [City], [State] and they agree to bring all such actions in [City], [State]. The parties recognize that remedies at law may be inadequate to protect [Company] against the breach of this Agreement and the parties therefore consent to the granting of injunctive relief, whether temporary, preliminary or final, to [Company] without proof of actual damages.

5.7 Changes. No cancellation, modification, amendment, or other change in this Agreement or any provision hereof, or waiver of any right or remedy herein provided, shall be effective for any purpose unless specifically set forth in writing signed by both parties. No waiver of any right or remedy in respect of any occurrence or event on one occasion shall be deemed a waiver of such right or remedy in respect of such occurrence or event on any other occasion.

5.8 Opportunity for Legal Review. Each party has had the opportunity to review the terms of this contract with legal counsel and to negotiate the terms hereof.

5.9 Fees and Costs. If any action to enforce or interpret this Agreement is taken by [Company] or Consultant against the other, then the substantially prevailing party in such action will be entitled to recover from the other its costs and expenses incurred in taking or defending such action, including reasonable fees of attorneys, the fees of experts and other technical advisors, and costs incurred and inclusive of any appeal.

5.10 Severability. If any provision of this Agreement is held to be invalid, void or unenforceable as written, such provision shall be interpreted so as to apply and be enforced to the maximum extent permitted by law, and the remaining provisions of this Agreement shall continue in full force and effect without being impaired or invalidated in any way.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date indicated above.

CONSULTANT                                                                               [COMPANY], INC.

By:   _____________________                          By:____________________

Printed Name:_________________                  Printed Name:______________

Its:  _________________                                     Its:_______________________

Fed. ID No.__________________

Exhibit A

[Specifically detail the services to be performed by Consultant.]

Exhibit B

[Specify any stock option grants to be issued under this agreement.]

Exhibit C

[Specify any inventions or proprietary materials used by Consultant in the performance of his/her duties under this agreement that shall remain the property of Consultant.]